Per Regnarsson
About Per Regnarsson
Per Regnarsson, age 58, is ClimateRock’s Chief Executive Officer and a director, serving since December 2021. He holds an MSc Sloan Fellowship from London Business School and has three decades in investment banking and sustainable energy ventures, including roles at J.P. Morgan, Merrill Lynch, and clean-energy private equity platforms . ClimateRock is a SPAC; operating performance metrics (revenue/EBITDA growth) are not applicable pre-business combination. Stock liquidity shifted to OTC after Nasdaq delisting; Class A shares traded at $12.02 on April 11, 2025, near the trust redemption value, with ~$29.83 million in the trust as of April 14, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gluon Capital Ltd. (Gluon Group) | Director/Managing Partner | Ongoing | Forms, seeds, invests in sustainable energy and mobility businesses; advisory and financing relationships with ClimateRock . |
| EV Hub Ltd. | Chairman | Prior role | Electric vehicle infrastructure buildout oversight . |
| Marine2o Ltd. | Director | Prior role | Green hydrogen production development . |
| Impactirr Alliance Ltd. | Founding Advisory Partner | Since Oct 2019 | Advisory to Indian renewable energy firm . |
| K2 Management | Associate Partner | Oct 2018–Feb 2020 | Renewable energy financial advisory . |
| Opus Corporate Finance LLP | Partner | May 2018–Jan 2019 | Private equity advisory mandates . |
| Assay Advisory Ltd. | Associate Partner | Prior role | London-based financial consulting . |
| Palmetto Group | Executive Board Member & CIO | Aug 2014–Mar 2016 | Clean energy private equity investing . |
| CWC Biofuels A/S | Founder; Acting CEO & Director | Mar 2011–Mar 2018 | Energy firm financing and operations . |
| Clean World Capital (co-founder) | Managing Partner | Jul 2008–Jul 2014 | Clean-energy private equity; co-founded Better Energy A/S . |
| Better Energy A/S | Executive Chairman & Shareholder | Sep 2012–Mar 2015 | Solar PV firm governance . |
| Danske Bank; Chase Manhattan; Moody’s; J.P. Morgan; Merrill Lynch; Clean World Capital | Various investment banking roles | 1990–2014 | Corporate finance and capital markets leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gluon Capital Ltd./Gluon Group | Managing Partner | Ongoing | Affiliate to ClimateRock under administrative and advisory agreements (fees and success fee) . |
| EV Hub Ltd.; Marine2o Ltd.; Impactirr Alliance Ltd. | Chair/Director/Advisory Partner | Prior roles | Renewable energy infrastructure and hydrogen projects . |
Board Governance
- Dual role as CEO and director; Gluon (managed by Regnarsson) has a transaction success fee and financing fee arrangements with ClimateRock, approved by the Audit Committee and Board, indicating related-party oversight but raising independence concerns .
- ClimateRock established a Special Committee of disinterested directors to negotiate the GreenRock business combination due to conflicts (Regnarsson CEO of both ClimateRock and GreenRock; Executive Chairman’s affiliated loans; assets sold by an entity controlled by Executive Chairman; Accretion controlled by Gluon), and Regnarsson is not a member of the Special Committee .
- Board includes independent directors (e.g., Niels Brix, Sean Kidney, Dariusz Sliwinski), consistent with Nasdaq independence standards .
Fixed Compensation
No base salary, target bonus, or cash executive compensation for Regnarsson is disclosed in filings. Instead, economic benefits flow through affiliate agreements with Gluon Group.
| Agreement | Fee Terms | Paid (as of Sep 30, 2025) | Accrued (as of Sep 30, 2025) | Prior Period Reference (Dec 31, 2024) |
|---|---|---|---|---|
| Administrative Services Agreement (assigned to Gluon) | $10,000 per month | $45,186 | $388,941 | $39,187 paid; $304,941 accrued |
| Gluon Transaction Success Fee | $250,000 upon successful business combination (reduced from initial structure) | N/A | N/A | Terms amended to $250,000 on Oct 5, 2022 |
| Gluon Financing Fees | 2.0% of debt financing gross proceeds; 5.0% of equity/equity-linked/convertible financing proceeds | N/A | N/A | Amendment sets fee entitlements |
Implication: Compensation-like economics are contingent/success-based and tied to consummating transactions or financing, creating incentives distinct from public shareholders (favoring deal completion over liquidation) .
Performance Compensation
No PSU/RSU or annual bonus metric disclosures. Incentives are transactional via Gluon agreements:
| Metric/Trigger | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Business Combination completion | N/A | Close initial combination | Pending | $250,000 success fee to Gluon upon closing | Immediate at closing |
| Debt Financing introduced by Gluon | N/A | Financing completion | Transaction-dependent | 2.0% of debt proceeds | At each closing |
| Equity Financing introduced by Gluon | N/A | Financing completion | Transaction-dependent | 5.0% of equity proceeds | At each closing |
Equity Ownership & Alignment
ClimateRock’s SPAC structure creates sponsor/insider alignment via founder shares and warrants; individual breakdown for Regnarsson is not disclosed.
| Item | Amount | Date/Context |
|---|---|---|
| Outstanding Class A Ordinary Shares | 4,552,097 | Record Date April 8, 2025 |
| Outstanding Class B Ordinary Shares | 1 | Record Date April 8, 2025 |
| Public Warrants | 3,935,786 | As of April 8, 2025 |
| Rights (each = 1/10 share at business combination) | 7,871,585 | As of April 8, 2025 |
| Private Placement Warrants (Sponsor) | 3,762,500 | As of April 8, 2025 |
| Sponsor, officers, directors aggregated ownership | 1,968,749 Class A + 1 Class B (≈43.25% of outstanding) | Record Date Apr 8, 2025 |
- Ownership guidelines, pledging/hedging, or director stock ownership guidelines are not disclosed.
- Economic incentives for management differ from public shareholders due to founder shares and Gluon success/financing fees; this is explicitly disclosed as a conflict risk .
Employment Terms
- Role start date: CEO and director since December 2021 .
- No employment contract, severance, or change-of-control terms for Regnarsson are disclosed.
- Administrative and advisory service relationships: Audit Committee approved Gluon arrangements; success/financing fees payable upon closings; Gluon waives accrued fees after success fee payment .
Liquidity, Sponsor Support, and Financing Context
| Facility/Support | Terms and Amounts | Status/Notes |
|---|---|---|
| 2025 Extension Note (Sponsor) | $107,623 principal; $0.04 per unredeemed share per month, May–Nov 2025; no interest; repayable at business combination or liquidation | $17,937 paid; five monthly installments ≈$89,686 outstanding as of Oct 28, 2025 . |
| Extension Loan (if M&A amendments approved) | $7,500 per month May–Nov 2025; repayable at closing or liquidation | Illustrative redemption uplift to ~$12.16 if fully extended . |
| Working Capital Loans (Eternal BV; Chairman-controlled) | Unsecured; no interest; maturity updated to Dec 31, 2025; ~$3.124 million drawn by Sep 30, 2025 | Economic incentive to complete a deal; convertible to warrants up to $1.5 million . |
Performance & Track Record, Governance Events
- Certifications: Regnarsson signed SOX 302/906 certifications on 10-Qs (Q2/Q3/Q3 2025), indicating principal executive oversight of controls .
- Nasdaq delisting: Panel ordered delisting (suspension April 10, 2025); securities moved to OTC Pink; company intends to continue pursuing GreenRock business combination with Pubco re-listing plans .
- CFO transition: CFO resigned March 26, 2025; Interim CFO appointed April 13, 2025 .
Risk Indicators & Red Flags
- Related-party transactions and conflicts: Gluon fees (success and financing), administrative services; Special Committee established due to multiple overlapping roles (Regnarsson at ClimateRock and GreenRock) .
- Delisting and low liquidity risk: OTC quotation may reduce market access and raise transaction risk .
- Financing reliance: Sponsor extension loans and Chairman-affiliated working capital loans create deal pressure to avoid liquidation .
- Regulatory/structural SPAC risks: New SEC SPAC rules may increase time/cost to close transactions; investment company status considerations managed by trust asset reallocation .
Investment Implications
- Pay-for-performance alignment is transactional: Regnarsson’s economic upside is via Gluon’s success and financing fees at closing rather than ongoing salary/bonus, aligning him to complete a deal quickly; however, this may bias toward suboptimal targets and terms for public shareholders, as the company explicitly warns .
- Retention risk appears low near-term given contingent fee structures and founder economics, but execution risk is elevated due to delisting, financing needs, and regulatory complexity of SPAC combinations .
- Trading signals: Elevated probability of deal pursuit before extension deadlines, sponsor contributions to maintain redemption value, and insider economic exposure through founder shares suggest ongoing corporate actions; monitor 8-Ks, F-4 status, and Special Committee disclosures for deal quality and dilution risk .